MIV. Market for Investment Vehicles: giving your vehicle the right direction

Transcription

1 Market for Investment Vehicles: giving your vehicle the right direction

2 is the regulated market of Borsa Italiana created to provide capital, liquidity and visibility to investment vehicles with a clear strategic vision. : Market for Investment Vehicles With its effective and flexible regulatory framework, can accommodate many types of vehicles, including but not limited to: Investment companies and real estate investment companies Private equity funds Closed-end real estate funds Special Purpose Acquisition Companies (SPACs) Specialised funds, multi-strategy funds, funds of funds. is open to both retail and professional investors. Key benefits of gives a flexible response to the specific needs of issuers while providing investors with the same guarantees of a regulated market. Capital market based on the specific requirements of investment vehicles High potential for liquidity thanks to Borsa Italiana markets, European leader for turnover velocity Market traded on one of the world s most efficient exchange platforms, continuous trading Able to accommodate sophisticated instruments and legal structure Listing environment that combines a flexible regulatory framework with the status of a regulated market domicile restrictions Elevated profile with respect to non-listed peers and greater visibility to investors (also specialised) EU-regulated market: compatible with UCITS compliant funds. Closed-end funds REIC Market segmentation Investment companies SIV Closed-end funds: where the units of closed-end funds and real estate funds are traded Investment companies: for companies whose investment policy provides for a sufficient degree of diversification and whose exclusive corporate purpose is to invest, in accordance with their investment policy, in majority or minority holdings in listed or unlisted companies Real estate investment companies: for companies whose investment policy provides for a sufficient degree of diversification and which engage primarily in real estate investments and/or leasing SIV (Special Investment Vehicles): segment open to professional investors only, for companies: whose investment policy does not provide for an adequate degree of diversification, including SPAC (Special Purpose Acquisition Companies) whose investment policy is particularly complex, including multi-strategy funds. 01 / Market for Investment Vehicles: giving your vehicle the right direction

3 Trading and admission A regulated market with the same platform and the same trading hours as MTA Trading on Trading on takes place on the same platform as the Main Market (MTA) and the other principle markets of London Stock Exchange Group. The trading hours are the same as those of the Main Market and the securities are traded continuously throughout the day. The majority of members connected to MTA are also connected to (almost 50% of whose members are based overseas), thus ensuring that the wide and varied pool of investors with access to MTA also has access to. Borsa Italiana will admit the vehicle, Consob will approve the prospectus Investment companies REIC SIV Capitalisation ( 25m for closedend funds which invest in securities) Free float 25% 25% 35% 35% Audited financial statements Prospectus Investment policy Detailed in the fund rules Investment in at least 3 different assets, none of which accounts for more than 50% of the company s total assets Investment in at least 3 different assets, none of which accounts for more than 50% of the company s total assets Free in the definition of the degree of risk diversification At least 50% of total assets invested within 36 months (penalty: liquidation of the company) Minimum of 3 rent leases, none of which accounts for more than 50% of the total earnings from leasing In the case of closedend funds which invest in securities, at least 25% of assets invested within 24 months of the date of admission The majority of members connected to the Main Market (MTA) are also connected to (almost 50% of whose members are based overseas), thus ensuring that the wide and varied pool of investors with access to MTA also has access to. Real estate investment companies shall invest at least 50% of their assets by the date of the start of trading Independent directors Recommended Mandatory Mandatory Recommended Specialist Other documents Fund rules, accompanied by the authorisation granted by Banca d Italia / Market for Investment Vehicles: giving your vehicle the right direction Key requirements: a clear and detailed investment policy management track record management autonomy 3 Following the admission decision by Borsa Italiana, the admission procedure shall be completed when Borsa Italiana, after ascertaining that the prospectus has been made available to the public, establishes the market segment and the starting date for trading. At least 50% of total assets invested within 36 months Management track record 1 For admission to listing, an admission application must be presented to Borsa Italiana pursuant to the Rules of the markets organised and managed by Borsa Italiana S.p.A. 2 As the application to relates to regulated markets, the publication of a prospectus approved by Consob is required. In the case of companies from other European Union countries, the prospectus must be approved by the home country s competent Authority and passported to Italy. Admission requirements Closed-end funds Admission process / Market for Investment Vehicles: giving your vehicle the right direction

4 Comparisons Why and where go public? Comparison: public vs private investment vehicles Investor base Capital raising Visibility Transparency Liquidity Public Able to attract a wide and diversified investor base (including generalists) The listing on a regulated market eliminates the investment limitations for European institutional funds Equal conditions and treatment for all investors Possibility to passport a prospectus that has been approved by an EU Authority Potentially higher offer size and stronger fund raising capabilities Elevated visibility and credibility of profile is perceived by a wider range of investors Reporting obligations and transparency requirements of those imposed by the market Liquidity of financial instruments exchanged on a central platform Secondary market enables a regular and continuous price formation The existence of a secondary market reduces the impact of liquidity discounts Private or AIM Italia? The principal differences Extended to a limited number of investors, based on proponents personal network Limits of investments in non-listed instruments for some European institutional investors Ad hoc negotiation with investors based on individual relations Some European regulatory restrictions can limit sales abroad Fundraising potentially more limited Profile and track record available to a limited number of investors Flexible level of communication and transparency Limited liquidity of financial instruments Price formation not transparent Investors could request a liquidity discount gives a flexible response to the specific needs of issuers while providing investors with the same guarantees of a regulated market. Regulated market Investors Institutional Retail AIM Italia Institutional Retail (only after the IPO) Market capitalisation ( 25m for closed-end funds which invest in securities) Minimum fund raising of 3m Free float 25% 35% Minimum 10% Audited financial statements Prospectus (admission document) Investment policy Management track record (at least 3 years) (at least 3 years) Independent directors Obligatory (investment companies, REIC) Recommended (SIV, closed-end funds) Principal adviser Sponsor/Global Co-ordinator mad Specialist (required only for closed-end funds) formal requirements 04 / Market for Investment Vehicles: giving your vehicle the right direction

5 Contacts Patrizia Celia Telephone Massimiliano Lagreca Head of Large Caps & Investment Vehicles Telephone This document contains text, data, graphics, photographs, illustrations, artwork, names, logos, trademarks, service marks and information ( Information ) connected with Borsa Italiana S.p.A. ( Borsa Italiana ). Borsa Italiana attempts to ensure Information is accurate, however Information is provided AS IS and on an AS AVAILABLE basis and may not be accurate or up to date. Information in this document may or may not have been prepared by Borsa Italiana but is made available without responsibility on the part of Borsa Italiana. Borsa Italiana does not guarantee the accuracy, timeliness, completeness, performance or fitness for a particular purpose of the document or any of the Information. responsibility is accepted by or on behalf of Borsa Italiana for any errors, omissions, or inaccurate Information in this document. The publication of this document does not represent solicitation, by Borsa Italiana, of public saving and is not to be considered as a recommendation by Borsa Italiana as to the suitability of the investment, if any, herein described. action should be taken or omitted to be taken in reliance upon Information in this document. We accept no liability for the results of any action taken on the basis of the Information. February 2014 Borsa Italiana S.p.A. London Stock Exchange Group All rights reserved. Borsa Italiana S.p.A. Piazza degli Affari, Milano (Italia)